<PAGE>
                                                                   EXHIBIT 10.15

                  FIRST AMENDED AND RESTATED SECURITY AGREEMENT

      BUILD-A-BEAR WORKSHOP, INC. AND SHIRTS ILLUSTRATED, LLC (individually and
collectively, the "Debtor"), for valuable consideration, receipt of which hereby
is acknowledged, hereby transfer, assign and pledge to U.S. BANK NATIONAL
ASSOCIATION, formerly known as FIRSTAR BANK, NATIONAL ASSOCIATION ("Secured
Party"), and grant to Secured Party a security interest in, the following
collateral, wherever located, now existing and hereafter arising or coming into
existence (the "Collateral"):

1.    All of Debtor's Accounts, Inventory, Equipment, General Intangibles,
      Chattel Paper, Investment Property, Instruments, Documents, Letter of
      Credit Rights, Supporting Obligations, and Commercial Tort Claims;

2.    All moneys, credits and other property of any nature whatsoever of Debtor
      now or hereafter in the possession of, in transit to or from, under the
      custody or control of, or on deposit with (whether held by Debtor
      individually or jointly with another and including specifically but not by
      way of limitation all demand, time, savings, passbook, or other similar
      accounts) Secured Party or any Secured Party Affiliate, including but not
      limited to cash collateral accounts; and

3.    The proceeds (including insurance proceeds) and products of the foregoing
      in whatever form the same may be,

for the purpose of securing the payment to Secured Party of all of the following
("Obligations"): all loans, advances, debts, liabilities, obligations, covenants
and duties owing to Secured Party from any Debtor of any kind or nature, present
or future, whether or not evidenced by any note, guaranty or other instrument,
including but not limited to those arising under: (i) the Second Amended and
Restated Loan Agreement by and between Debtor and Secured Party dated as of even
date herewith, (ii) any International Swap and Derivatives Association Master
Agreement ("Master Agreement"), and including each Transaction (as such term is
defined in the Master Agreement), as confirmed in the applicable confirmation of
each such Transaction, (iii) any obligation of Debtor to Secured Party or any
Secured Party Affiliate under any other interest rate swap, cap, collar, floor,
option, forward, or other type of interest rate protection, foreign exchange or
derivative transaction agreement, (iv) under any other agreement, instrument or
document, whether or not for the payment of money, whether arising by reason of
an extension of credit, opening of a letter of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment, participation, purchase, negotiation, discount or
otherwise), absolute or contingent, joint or several, due or to become due, now
existing or hereafter arising and whether or not contemplated by Debtor or
Secured Party or Secured Party Affiliate on the date hereof; and, as to all of
the foregoing, including any amendments, modifications, or superceding
documents to each of the foregoing; and all charges, expenses, fees, including
but not limited to reasonable attorneys' fees, and any other sums chargeable to
Debtor under any of the Obligations. As used herein, "Secured Party Affiliate"
will mean any person, partnership, joint venture, company or business entity
under common control or having similar equity holders owning at least ten
percent (10%) thereof with Secured Party, whether such common control is direct
or indirect. All of Secured Party's direct or

<PAGE>

indirect parent corporations, sister corporations, and subsidiaries will be
deemed to be a Secured Party Affiliate for purposes of this Security Agreement
(the "Agreement"). This Agreement amends and restates the Security Agreement
between Debtor and Secured Party dated as of June 1,2001.

      Debtor further warrants to and agrees with Secured Party as follows:

1.    PRESERVATION OF COLLATERAL. Debtor will keep the Collateral in good order
      and repair at all times, will use same with reasonable care and caution,
      will not part with possession or ownership thereof nor lease or hire out
      the Collateral without the written consent of Secured Party, and will
      exhibit the Collateral to Secured Party upon reasonable request. Debtor
      will promptly notify Secured Party of any loss or damage to any material
      portion of the Collateral, Debtor will not use, or permit the Collateral
      to be used, in violation of any federal, state, county or municipal law or
      regulation or for any unlawful purpose whatsoever

2.    Execution of Appropriate Documentation with Respect to Collateral.

      2.1   With respect to any and all of the Collateral, Debtor agrees to take
            such steps as Secured Party may reasonably request to perfect,
            maintain the priority of and keep in full force and effect the
            security interest granted by Debtor to Secured Party, including, but
            not limited to, the prompt payment upon demand therefor by Secured
            Party of all reasonable fees and expenses (including documentary
            stamp, excise or intangibles taxes) incurred in connection with the
            preparation, delivery, or filing of any document or the taking of
            any action deemed necessary or appropriate by Secured Party to
            perfect, protect, or enforce a security interest in any of the
            Collateral for the benefit of Secured Party, subject only to the
            liens to which Secured Party has specifically consented in writing
            (the "Permitted Liens"). All amounts not so paid within fifteen (15)
            days of becoming due will be added to the Obligations and (in
            addition to other rights and remedies resulting from such
            non-payment) will bear interest from the date of demand until paid
            in full at the Default Rate. Debtor also authorizes Secured Party to
            file one or more financing statements, as deemed necessary or
            desirable by Secured Party, which financing statements lists or
            otherwise describes the Collateral as consisting of all of Debtor's
            assets or words to that effect, regardless of the actual description
            of the Collateral set forth in this Agreement. Debtor hereby
            ratifies any filing by Secured Party that predates the date of this
            Agreement but that was intended to perfect the security interest
            granted hereby.

      2.2   In addition to the foregoing and not in limitation thereof, Debtor
            agrees to furnish Secured Party with properly executed control
            agreements, registrar's certificates, issuer acknowledgements of
            Secured Party's interest in the Letter of Credit Rights, and
            evidence of the placement of a restrictive legend on tangible
            chattel paper (and the tangible components of electronic Chattel
            Paper), and will take all commercially reasonable action acceptable
            to Secured Party sufficient to establish Secured Party's control of
            electronic Chattel Paper (and the electronic

                                     - 2 -
<PAGE>

            components of hybrid Chattel Paper), as appropriate, with respect to
            Collateral in which either (i) a security interest can be perfected
            only by control or such restrictive legending, or (ii) a security
            interest perfected by control or accompanied by such restrictive
            legending will have priority as against a lien creditor, a purchaser
            of such Collateral from Debtor, or a security interest perfected by
            any person not having control or not accompanied by such restrictive
            legending, in each case in form and substance reasonably acceptable
            to Secured Party and sufficient under applicable law so that Secured
            Party will have a security interest in all such Collateral perfected
            by control.

      2.3   In addition to the foregoing and not in limitation thereof, Debtor
            agrees to deliver to Secured Party, or, if Secured Party has
            specifically consented in each instance, to an agent or bailee of
            Secured Party who has acknowledged such status in a properly
            executed control agreement, possession of all Collateral with
            respect to which either a security interest can be perfected only by
            possession or a security interest perfected by possession will have
            priority as against persons not having possession, and including in
            the case of Instruments, Documents, and Investment Property in the
            form of certificated securities, duly executed endorsements or stock
            powers in blank, as the case may be, all in form and substance
            reasonably acceptable to Secured Party, and subject only to
            Permitted Liens.

3.    INSURANCE. Debtor will keep its insurable real and personal property
      insured with responsible insurance companies against loss or damage by
      fire, windstorm and other hazards which are commonly insured against in an
      extended coverage endorsement in an amount equal to not less than 90% of
      the insurable value thereof on a replacement cost basis and also maintain
      public liability insurance in a reasonable amount. In addition, Debtor
      will maintain extended liability insurance covering its operations of at
      least $1,000,000 and in a form and with companies reasonably satisfactory
      to Secured Party. Notwithstanding the foregoing, such property insurance
      will at all times be in an amount so that Debtor will not be deemed a
      "co-insurer" under any co-insurance provisions of such policies. All such
      insurance policies will name Secured Party as an additional insured and,
      where applicable, as lender's loss payee under a loss payable endorsement
      satisfactory to Secured Party. All such policies will be in form and
      substance satisfactory to Secured Party and will provide that ten (10)
      days' prior written notice must be given to Secured Party before such
      policy is altered or cancelled. Schedules of all insurance of Debtor will
      be submitted to Secured Party upon request. Such schedules will contain a
      description of the risks covered, the amounts of insurance carried on each
      risk, the name of the insurer and the cost of such insurance to Debtor.
      Debtor will provide new schedules to Secured Party promptly to reflect any
      change in insurance coverage. Debtor will deliver to Secured Party
      certificates representing such insurance policies upon the execution
      hereof. All amounts payable in settlement of insurance losses may be
      applied, at Secured Party's option, to the Obligations, or used to repair,
      replace or restore the Collateral.

4.    PAVMENT OF EXPENSES BY SECURED PARTY. At its option and with reasonable
      notice to Borrower, Secured Party may discharge taxes, liens, security
      interests or such other

                                     - 3 -
<PAGE>

      encumbrances as may attach to the Collateral, may pay for required
      insurance on the Collateral and may pay for the maintenance and
      preservation of the Collateral, as determined by Secured Party to be
      necessary, and such expenditures will become a part of the Obligations.
      Debtor will reimburse Secured Party on demand for any payment so made or
      any expense incurred by Secured Party pursuant to the foregoing
      authorization, and the Collateral also will secure any advances or
      payments so made or expenses so incurred by Secured Party.

5.    INFORMATION. Debtor will furnish to Secured Party from time to time if and
      as requested current lists of the Collateral including names and addresses
      of account debtors and agings of Accounts; and, if and when requested by
      Secured Party from time to time, will furnish to it copies of all purchase
      orders, inventory lists, billings, shipping orders, correspondence and
      other instruments or writings in any way evidencing or relating to the
      Collateral or the proceeds thereof. Secured Party and its designated
      representatives and agents will have the right at all reasonable times and
      upon reasonable advance notice to examine, inspect, and audit the
      Collateral wherever located.

6.    SALE OF INVENTORY. Debtor will have the right to process and sell the
      Inventory in the regular course of its business at customary prices (but
      in no event may Debtor transfer any Inventory in satisfaction of any
      debt).

7.    RECEIPT OF PAYMENT; SET OFF. Upon and during the occurrence of an Event of
      Default and in the event that Debtor receives payment of or proceeds from
      any of the Collateral, including without limitation Accounts, monies,
      checks, notes, drafts, or any other items of payment, Debtor agrees that
      Debtor will deliver to Secured Party the same in the form received by
      Debtor without commingling with any funds belonging to Debtor, and
      promptly will deposit the same in a special collateral account with
      Secured Party. Upon and during the occurrence of an Event of Default,
      Debtor authorizes Secured Party at any time without notice to appropriate
      and apply any balances, credits, deposits or accounts or money of Debtor
      (held individually or with others) in its possession, custody or control
      or the possession, custody or control of any Secured Party Affiliate to
      the payment of the Obligations, all of which may at all times be held and
      treated as additional Collateral.

8.    NOTIFICATION OF THIRD PARTY DEBTORS. Secured Party at any time during the
      occurrence of an Event of Default, and without notice to Debtor, may
      notify any persons who are indebted to Debtor with respect to any of the
      Collateral of the assignment thereof to Secured Party and may direct such
      account debtors to make payment directly to Secured Party of the amounts
      due. At the request of Secured Party during the occurrence of an Event of
      Default, Debtor will direct any persons who are indebted to Debtor with
      respect to any of the Collateral to make payment directly to Secured
      Party. Secured Party is authorized to give receipts to such account
      debtors for any such payments and the account debtors will be protected in
      making such payments to Secured Party.

9.    REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants and
      covenants to Secured Party that, except for any Permitted Liens: (a)
      Debtor has not made any prior sale, pledge, encumbrance, assignment or
      other disposition of any of the

                                     - 4 -
<PAGE>


      Collateral and the same is free from all encumbrances and rights of set
      off of any kind, and Debtor has not authorized any other action or
      executed any other record that has given any other person any right to any
      of the Collateral; (b) except as herein provided, Debtor will not
      hereafter without the prior written consent of Secured Party sell, pledge,
      encumber, assign or otherwise dispose of any of the Collateral or permit
      any right of set off, lien or security interest to exist thereon except to
      Secured Party; (c) Debtor will defend the Collateral against all claims
      and demands of all persons at any time claiming the same or any interest
      therein; (d) each General Intangible is genuine and enforceable in
      accordance with its terms and Debtor will defend the same against all
      claims, demands, set offs and counterclaims at any time asserted; (e) at
      the time any Account becomes subject to this Agreement, such Account will
      be what it purports to be and a good and valid account representing a bona
      fide sale of goods or services by Debtor and such goods will have been
      shipped to the respective account debtors or the services will have been
      performed for the respective account debtors, and no Account will be
      subject to any claim for credit, allowance or adjustment by any account
      debtor or any set off, defense or counterclaim; (f) all of the information
      provided by Debtor to Secured Party on the Disclosure Schedule executed by
      Debtor of even date herewith is true and complete in all respects, and (g)
      Debtor is not involved in any consignment arrangement with regard to any
      of the Collateral.

10.   RECEIVERS. Upon or at any time during the occurrence of an Event of
      Default, Secured Party may request the appointment of a receiver of the
      Collateral. Such appointment may be made without notice, and without
      regard to (i) the solvency or insolvency, at the time of application for
      such receiver, of the person or persons, if any, liable for the payment of
      the Obligations; and (ii) the value of the Collateral at such time. Such
      receiver will have the power to take possession, control, and care of the
      Collateral and to collect all accounts resulting therefrom.
      Notwithstanding the appointment of any receiver, trustee, or other
      custodian, Secured Party will be entitled to the possession and control of
      any cash, or other instruments at the time held by, or payable or
      deliverable under the terms of this Security Agreement to Secured Party.

11.   PLACE OF BUSINESS. Except as otherwise disclosed by written notice to
      Lender, Debtor (a) now keeps and will continue to keep the Collateral at
      its principal place of business as shown on the Disclosure Schedule or any
      other place of business set forth on such Disclosure Schedule; and Debtor
      now keeps and will continue to keep its books and records concerning the
      Collateral at its principal place of business.

12.   DEBTOR'S CONSENT. Upon and during the continuance of an Event of Default
      (as defined in the Loan Agreement or any of the documents evidencing the
      Obligations), the Debtor shall be deemed to have consented to, with
      respect to any of the Collateral, to all extensions or postponements of
      time of payment thereof or any other indulgences in connection therewith,
      to the acceptance of partial payments thereon and to the settlement,
      compromise and adjustment thereof, all in such manner and at such time or
      times as Secured Party deems advisable

13.   DEFAULT.

                                     - 5 -
<PAGE>

      13.1  Upon the occurrence of any Event of Default (as defined in the Loan
            Agreement or any of the documents evidencing the Obligations),
            Secured Party may exercise any one or more of the rights and
            remedies granted pursuant to this Agreement or given to a secured
            party under applicable law, as it may be amended from time to time,
            including but not limited to the right to take possession and sell,
            lease or otherwise dispose of the Collateral and, at its option,
            operate, use or exercise any rights of ownership pertaining to the
            Collateral as the Secured Party deems necessary to preserve the
            value and receive the benefits of the Collateral and notifying all
            persons subject to a control agreement who may otherwise have
            possession or control of any of the Collateral and taking possession
            of any such Collateral. Upon the occurrence of an Event of Default,
            Secured Party may, so far as Debtor can give authority therefor,
            enter upon any premises on which the Collateral or any part thereof
            may be situated and take possession of and remove the same
            therefrom. At the request of Secured Party, Debtor agrees to store
            for a reasonable period all or any part of the Collateral in such a
            way as to prevent deterioration of any of the Collateral on property
            owned by Debtor, and Debtor will insure such Collateral for the
            benefit of Secured Party. Debtor gives permission to Secured Party
            to conduct a sale of any or all of the Collateral with prior notice
            to Debtor and conducted during normal business hours, which sale may
            be conducted on any real property owned by Debtor without charge or
            interference by Debtor. Secured Party may require Debtor to make the
            Collateral available to Secured Party at a place to be designated by
            Secured Party that is reasonably convenient to both parties. Debtor
            waives all claims for damages by reason of any seizure,
            repossession, retention, use, or sale of the Collateral under the
            terms of this Security Agreement.

      13.2  The net proceeds arising from the disposition of the Collateral
            after deducting expenses incurred by Secured Party will be applied
            to the Obligations in the order determined by Secured Party. If any
            excess remains after the discharge of all of the Obligations, the
            same will be paid to Debtor. If after exhausting all of the
            Collateral, there should be a deficiency, Debtor will be liable
            therefor to Secured Party, provided, however, that nothing contained
            herein will obligate Secured Party to proceed against the Collateral
            prior to making a claim against Debtor or any other party obligated
            under the Obligations or prior to proceeding against any other
            collateral for the Obligations.

      13.3  Whenever notice is required by law to be sent by Secured Party to
            Debtor of any sale, lease or other disposition of the Collateral,
            five days written notice sent to Debtor's address set forth below
            will be reasonable.

14.   RIGHTS OF SECURED PARTY; POWER OF ATTORNEY. Debtor hereby irrevocably
      constitutes and appoints Secured Party and any officer thereof, with full
      power of substitution, as its true and lawful attorney-in-fact with full
      irrevocable power and authority in the place and stead of Debtor or in its
      name, from time to time in Secured Party's discretion, for the purpose of
      carrying out the terms of this Agreement, to take any and all commercially
      reasonable and appropriate action and to execute any and all documents and
      instruments

                                     - 6 -
<PAGE>

      which may be necessary or desirable to accomplish the purposes of this
      Agreement and, without limiting the generality of the foregoing, Debtor
      hereby gives Secured Party the power and right, on behalf of Debtor,
      during an Event of Default, and without notice to or assent by Debtor, to
      do the following:

      14.1  to receive payment of, endorse, and receipt for, any and all monies,
            claims and other amounts due and to become due at any time in
            respect of or arising out of the Collateral;

      14.2  to commence and prosecute any suits, actions or proceeding at law or
            in equity in any court of competent jurisdiction to collect any of
            the Collateral and to enforce any other right in respect of the
            Collateral;

      14.3  to settle, compromise or adjust any suit, action or proceeding
            described above, and, in connection therewith, to give such
            discharges or releases as Secured Party may deem appropriate; and

      14.4  generally to sell, transfer, pledge, make any agreement with respect
            to or otherwise deal with any of the Collateral as fully and
            completely as though Secured Party were the absolute owner thereof
            for all purposes, and to do, at Secured Party's option, at any time,
            or from time to time, all acts and things which Secured Party deems
            necessary to protect or preserve the Collateral and Secured Party's
            security interest and rights therein in order to effect the intent
            of this Agreement, all as fully and effectively as Debtor might do.

      Debtor hereby ratifies all that such attorneys will lawfully do or cause
      to be done by virtue hereof. This power of attorney is a power coupled
      with an interest, will be irrevocable and will terminate only upon payment
      in full of the Obligations and the termination of this Agreement. The
      powers conferred upon Secured Party hereunder are solely to protect
      Secured Party's interests in the Collateral and will not impose any duty
      upon it to exercise any such powers. Secured Party will have no obligation
      to preserve any rights of any third parties in the Collateral. Secured
      Party will be accountable only for amounts that it actually receives as a
      result of the exercise of such powers, and neither it nor any of its
      officers, directors, employees or agents will be responsible to Debtor for
      any action taken or omitted to be taken in good faith or in reliance on
      the advice of counsel except for its own gross negligence or willful
      misconduct.

15.   GENERAL.

      15.1  WAIVER. No delay or omission on the part of Secured Party to
            exercise any right or power arising from any Event of Default will
            impair any such right or power or be considered a waiver of any such
            right or power or a waiver of any such Event of Default or an
            acquiescence therein nor will the action or non-action of Secured
            Party in case of such Event of Default impair any right or power
            arising as a result thereof or affect any subsequent default or any
            other default of the same or a different nature.

                                     - 7 -
<PAGE>

      15.2  NOTICES. All notices, demands, requests, consents or approvals
            required hereunder will be given in the manner specified in the Loan
            Agreement to Debtor as Borrower and Secured Party as Lender therein.

      15.3  SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
            inure to the benefit of Debtor and Secured Party and their
            respective successors and assigns, provided, however, that Debtor
            may not assign this Agreement in whole or in part without the prior
            written consent of Secured Party and Secured Party at any time
            during an Event of Default may assign this Agreement in whole or in
            part. All references herein to the "Debtor" and "Secured Party" will
            be deemed to apply to Debtor and Secured Party and their respective
            heirs, administrators, successors and assigns.

      15.4  MODIFICATIONS. No modification or waiver of any provision of this
            Agreement nor consent to any departure by Debtor therefrom, will be
            established by conduct, custom or course of dealing; and no
            modification, waiver or consent will in any event be effective
            unless the same is in writing and specifically refers to this
            Agreement, and then such waiver or consent will be effective only in
            the specific instance and for the purpose for which given. No notice
            to or demand on Debtor in any case will entitle Debtor to any other
            or further notice or demand in the same, similar or other
            circumstance.

      15.5  JOINT AND SEVERAL OBLIGATIONS. If this Security Agreement is
            executed by more than one person or entity as the "Debtor," the
            obligations of such persons or entities hereunder will be joint and
            several. Unless otherwise specified herein, any reference to
            "Debtor" will mean each such person or entity executing this
            Security Agreement individually and all of such persons or entities
            collectively.

      15.6  ILLEGALITY. If fulfillment of any provision hereof or any
            transaction related hereto or of any provision of this Agreement, at
            the time performance of such provision is due, involves transcending
            the limit of validity prescribed by law, then ipso facto, the
            obligation to be fulfilled will be reduced to the limit of such
            validity; and if any clause or provisions herein contained other
            than the provisions hereof pertaining to repayment of the
            Obligations operates or would prospectively operate to invalidate
            this Agreement in whole or in part, then such clause or provision
            only will be void, as though not herein contained, and the remainder
            of this Agreement will remain operative and in full force and
            effect.

      15.7  CONTINUING AGREEMENT. This is a continuing Security Agreement and
            will continue in effect even though all or any part of the
            Obligations have been paid in full and even though for a period of
            time Debtor may not be indebted to Secured Party.

      15.8  GENDER, ETC. Whenever used herein, the singular number will include
            the plural, the plural the singular and the use of the masculine,
            feminine or neuter gender will include all genders.

                                     - 8 -
<PAGE>

      15.9  HEADINGS. The headings in this Agreement are for convenience only
            and will not limit or otherwise affect any of the terms hereof.

      15.10 LIABILITY OF SECURED PARTY. Debtor hereby agrees that Secured Party
            will not be chargeable for any negligence, mistake, act or omission
            of any employee, accountant, examiner, agent or attorney employed by
            Secured Party (except for their willful misconduct) in making
            examinations, investigations or collections, or otherwise in
            perfecting, maintaining, protecting or realizing upon any lien or
            security interest or any other interest in the Collateral or other
            security for the Obligations.

      15.11 COUNTERPARTS. This Agreement may be executed in any number of
            counterparts and by different parties hereto in separate
            counterparts, each of which when so executed will be deemed to be an
            original and all of which taken together will constitute one and the
            same agreement. Any party so executing this Agreement by facsimile
            transmission shall promptly deliver a manually executed counterpart,
            provided that any failure to do so shall not affect the validity of
            the counterpart executed by facsimile transmission.

      15.12 DEFINITIONS. Capitalized terms used herein and not otherwise defined
            will be given the definitions set forth in the Uniform Commercial
            Code in force and effect in the State indicated in the Governing Law
            section of this Agreement.

      15.13 GOVERNING LAW. This Agreement has been delivered and accepted at and
            will be deemed to have been made at Cincinnati, Ohio and will be
            interpreted and the rights and liabilities of the parties hereto
            determined in accordance with the laws of the State of Ohio, without
            regard to conflicts of law principles.

      15.14 JURISDICTION. DEBTOR HEREBY IRREVOCABLY AGREES AND SUBMITS TO THE
            EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
            HAMILTON COUNTY, OHIO, OR, AT THE OPTION OF SECURED PARTY IN ITS
            SOLE DISCRETION, OF ANY STATE OR FEDERAL COURT(S) LOCATED WITHIN ANY
            OTHER COUNTY, STATE OR JURISDICTION IN WHICH SECURED PARTY AT ANY
            TIME OR FROM TIME TO TIME CHOOSES IN ITS SOLE DISCRETION TO BRING AN
            ACTION OR OTHERWISE EXERCISE A RIGHT OR REMEDY, AND DEBTOR WAIVES
            ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO
            VENUE OF ANY SUCH ACTION OR PROCEEDING. DEBTOR HEREBY IRREVOCABLY
            CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL
            DIRECTED TO DEBTOR AT ITS ADDRESS SET FORTH HEREIN OR ANY OTHER
            NOTICE ADDRESS WHICH DEBTOR HAS PROVIDED SECURED PARTY FOR NOTICES
            AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED THE EARLIER OF
            DEBTOR'S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER THE
            SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. NOTHING
            CONTAINED HEREIN WILL PREVENT SECURED PARTY FROM SERVING PROCESS IN
            ANY OTHER MANNER PERMITTED BY LAW.

      15.15 WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH WAIVE ANY RIGHT TO
            TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS
            AGREEMENT, THE OBLIGATIONS, THE

                                     - 9 -
<PAGE>

      COLLATERAL, OR ANY ACTUAL OR PROPOSED TRANSACTION OR OTHER MATTER
      CONTEMPLATED IN OR RELATING TO ANY OF THE FOREGOING.

Dated as of February _, 2002.

                                           DEBTOR:

                                           BUILD-A-BEAR WORKSHOP, INC.

                                           By: /s/ Maxine Clark
                                               ---------------------------------
                                           Print Name: Maxine Clark
                                           Title: President

                                           DEBTOR:

                                           SHIRTS ILLUSTRATED, LLC

                                           By: /s/ Maxine Clark
                                               ---------------------------------
                                           Print Name: Maxine Clark
                                           Title: Manager

                                           SECURED PARTY:

                                           U.S. BANK NATIONAL
                                           ASSOCIATION

                                           By: /s/ Charles L. Thomas
                                               ---------------------------------
                                           Print Name: Charles L. Thomas
                                           Title: Vice President

                                     - 10 -